JOHN HANCOCK DECLARATION TRUST 101 Huntington Avenue Boston, MA 02199 John Hancock Funds, Inc. 101 Huntington Avenue Boston, MA 02199 Ladies and Gentlemen: Pursuant to Section 13 of the Distribution Agreement dated as of July 22, 1996 between John...

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Ladies and Gentlemen:

         Pursuant to Section 13 of the  Distribution  Agreement dated as of July
22, 1996 between ▇▇▇▇ ▇▇▇▇▇▇▇  Declaration  Trust (the "Trust") and ▇▇▇▇ ▇▇▇▇▇▇▇
Funds,  Inc.,  please be advised that the Trust has  established a new series of
its shares,  namely,  ▇▇▇▇ ▇▇▇▇▇▇▇ V.A. Financial  Industries Fund (the "Fund"),
and please be further  advised  that the Trust  desires to retain  ▇▇▇▇  ▇▇▇▇▇▇▇
Funds,  Inc.  to  serve as  distributor  and  principal  underwriter  under  the
Distribution Agreement for the Fund.

         Please indicate your acceptance of this  responsibility by signing this
letter as indicated below.



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By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇.             By:     /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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    Chairman, President & CEO                       President

Dated:  May 1, 1997